Corporate Vision, Inc.

December31, 1997 and 1996




CONTENTS
Independent Auditor's Report	1
Financial Statements
Balance Sheets	2
Statements of Operation	3
Statements of Stockholders' Equity	4
Statements of Cash Flows	5
Notes to Financial Statements	6-19





































Corporate Vision, Inc.

Financial Statements
December 31,1997 and 1996

and

Independent Auditors Report

The Board of Directors and Stockholders
Corporate Vision, Inc.
Tulsa, Oklahoma

We have audited the balance sheets of Corporate Vision, Inc., an 
Oklahoma Corporation. as of December 31, 1997 and 1996, and the related 
statements of operation, stockholders' equity and cash flows for the years 
then ended. These financial statements are the responsibility of the 
Company's management. Our responsibility is to express an opinion on these 
financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audits to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles wed and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion, the financial statements referred to above 
present fairly, in all material respects, the financial position of 
Corporate Vision, Inc., as of December 31, 1997 and 1996, and its results of 
its operations and its cash flows for the years ended in conformity with 
generally accepted accounting principles.

CROSS AND ROBINSON
Certified Public Accountants
May 5, 1997






<TABLE>

LIABILITIES AND STOCKHOLDERS' EQUITY
                                              1997	             1996

<S>                                      <C>       <C> 
Current Liabilities
	Accounts payable                               $80,163	   $75,068
	Accrued liabilities                             49,523	     7,999
	Payable to stockholder	                                    43,520
	Notes payable - bank	                                      30,292
	
        Total Current Liabilities               129,686	       156,879


Long-Term Debt
        Debentures payable                      540,000          ___
	Deferred Income Taxes                                         15,600
	Total Liabilities                             669,686	       172,479

Stockholders' Equity
Preferred stock, $0.01 par value, 
1,000,000 shares authorized, 
no shares issued or  outstanding.
	
         Common stock, $.01 par value, 
         100,000,000 shares                         573,812	        126,206
	 authorized, 57,381,167 and 
          12,620,638 shares
	 issued and outstanding at 
          December 31,1997 
          and 1996
	
          Additional paid-in capital               3,983,206	      2,992,120
	  Retained earnings                              (4,721954)	     (2,141,143)

	

Total Stockholders  Equity                         (164,936)	      977,183

Total Liabilities and
Stockholders' Equity                                                        
                                                   $504,749    1,149,662




</TABLE>	










Corporate Vision. Inc.

Statements of Operations
For the Years Ended December31, 1997 and 1996





Discontinued Operations (Note 17):

                                         1997         1996

	Loss from Discontinued Operations       $(l,687,945) $(627,527)

Loss From Disposal of Assets
    From Discontinued operations          (892,867)
	   Net (Loss)                           $(2,580,811)   $(627,527)

Net Loss Per Share From Discontinued Operations































Corporate Vision. Inc.

Statements of Stockholders' Equity
For the Year Ended December 31, 1997 and 1996
	





                                           

                                                                             
                                                                               
                                   Additional       Loss From
                                                                               
                    Common Stock    Paid-In        Discontinued   Retained    
                                                                              
                   Shares  Amount   Capital        Operations     Earnings

	
                                                                              
                                                                
Balance at
December31, 1995   9,491,175 $94,912  1,929,340                -$(1,513,616) 
Stock issued for 
cash                 723,175	  7,231    276,699
Stock issued for 
debt                   85,288     852     41,791
Stock issued for 
services            2,321,000   23,211   744,290
net loss for 1996                                                 -(627,527)

                                                                               
	
	
	

Balance at December 
31,1996             12,620,638   126,206              (2,992,120)(2,141,143)   

Stock issued for 
cash	                 41,282,480   412,826     896,735
Stock issued for 
services	              3,378,049    33,780      91,551
Stock issued as
Investment
In TL Phipps, net       100,000     1,000       2,800
Net loss for 1997                                                            
         

                                                      (2,580,811)(2,580,811)   


Balance at 
December 31,1997   57,381,167 $573,812$ $3,933,206$$(2,580,811)$(4,72l,954)    

















Accompanying notes are an integral 
part of the financial statements


Page 4 of 19
                                                  1997        1996		p-a
	1991	1996
Net Increase (Decrease) in Cash                 292,687 12,215	292,687	12,215
Cash at Beginning of Period                      52,550 40,335	52,550	40,335
Cash at End of Period                          $345,237     $52,550


Supplemental Disclosure of Cash Flow Information 
Cash paid for interest:
Interest	                                      $ 405,359  $14,378






















Corporate Vision. Inc.

Notes to Financial Statements
December31, 1997 and 1996


Notes I -  Summary of Organization and Significant Accounting Policies

Organization
Corporate Vision, Inc. ("CVI" or 'the Company") was 
incorporated in Oklahoma on November 20,1990 as a video 
production company. In 1992, the Company began developing 
custom CD-ROM and CD-i products for corporate clients.

In December, 1994, the Company purchased 90% of the 
outstanding common stock of Trident Enterprises, Inc. 
(Trident), a publicly traded Nevada corporation. In May, 
1995, the shareholders of CVI and Trident approved a merger 
of the companies As a result, the minority shareholders of 
Trident received 86,694 common shares of CVI in exchange for 
their ownership of Trident common stock. Subsequent to the 
merger and share exchange, Trident ceased to exist as a 
separate entity and CVI remained as the surviving 
corporation. In June, 1995, CVI's common stock began trading 
on the OTC Bulletin Board under the symbol "CVIA."

Prior to 1997 Corporate Vision, Inc. was an interactive 
multimedia production company that developed and produced 
custom CD-ROM, CD-i, On-line, and Internet products for the 
corporate and consumer markets.

Financial Condition
The  Company's  financial  statements  for  the  year  ended December 
31,1997 and 1996 have been prepared on a liquidation basis of accounting 
which contemplates the realization of assets and the settlement of 
liabilities and commitments at their net realizable value. The Company 
incurred a loss of $1,687,945 from discontinued operations during 1997 and a 
combined net loss of $2,580,811 and $627,527 for the years ended December 
31, 1997 and 1996.  As of December 31, 1997 the Company had an accumulated 
deficit of $4,721,954. The Company had working capital of $218,877 as of 
December31, 1997.


At December 31, 1996, the Company completed its 
contract with Dowell Schlumberger, which accounted for all of 
the Company's primary revenue for 1996. As of December31, 
1997, the Company had completed all contracts for services 
and terminated all employees.

Cash and Cash Equivalents
The Company considers all highly liquid assets with 
maturities of three months or less to be cash equivalents.


Page 6 of 19
Corporate Vision, Inc

Notes to Financial Statements
December31. 1997 and 1996



Notes I -	Summary of Organization and Significant Accounting Policies 
(continued)

Fiscal Year End
                     The Company's fiscal year ends on December31.

Property and Equipment
Property and equipment is recorded at cost. All 
material property and equipment additions are capitalized and 
depreciated on a straight-line basis over the estimated 
useful life of the asset.

Software Development Costs
Software development costs were capitalized in 
accordance with Financial Accounting Standards Board Statement No.86, 
"Accounting for the Cost of Computer Software to be Sold, Leased, or 
Otherwise Marketed" for the year ended December31, 1996 and prior. 
Accordingly, costs incurred during the initial design phase were expensed. 
Once the software was clearly defined and technological feasibility was 
established, software development costs were capitalized and amortized on a 
straight-line basis over an estimated useful life of five (5) years.  
Software development costs are carried at their net realizable value and, as 
such, an annual review of software development costs is conducted and the 
costs of obsolete software are written off.  CVI did not have software 
development costs at December31, 1997.

Use of Estimates
The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make 
estimates and assumptions that affect the reported amounts of 
assets and liabilities at the date of the financial 
statements and the reported revenues and expenses during the 
reporting period. Actual results could differ from those 
estimates.


Income Taxes
Effective January 1, 1991, the Company adopted 
Statement of Financial Accounting Standards No.109, 
"Accounting for Income Taxes," which requires the measurement 
of deferred tax assets for deductible temporary differences 
and operating loss carry forwards, and of deferred tax





Page 7 of 19
Notes 1 -


Corporate Vision, Inc.

Notes to Financial Statements
December31, 1997 and 1996


Summary of Organization and Significant Accounting Policies 
(continued)
liabilities for taxable temporary differences. Measurement of 
current and deferred tax liabilities and assets is based on 
provisions of enacted tax law. The effects of future changes 
in tax laws or rates are not included in the measurement.  
Valuation allowances are established when necessary to reduce 
deferred tax assets to the amount expected to be realized. 
Income tax expense is the tax payable for the period and the 
change during the period in deferred tax assets and 
liabilities.

Earnings per Share
Earnings per share are computed based on the weighted 
average number of common shares outstanding during the 
periods presented, including, if dilutive, shares issuable 
under the stock option plans and warrants.



Revenue Recognition
Revenue is recognized monthly based upon the terms of 
the contract.

Reclassifications
Certain reclassifications were made to the 1996 
financial statements to conform to the 1997 financial 
statement format.

Major Customer
Prior to 1997 The Company developed and produced custom 
CDROM, CD-i, On-line, and Internet products for customers 
primarily in the continental United States.  For the year 
ended December 31, 1996, substantially all of the revenue 
received was from one customer. CVI's contract obligation 
with that customer was completed in December of 1996.
	
Note 2 -	Property and Equipment
                             Estimated
              	              Useful Life    1997     1996
Computers and equipment      5-7 years	$6,512    $486,776
Furniture	               5-7 years	            49,863        
Leasehold improvements       31.5-39 years ________    55,930		  
		6,512      592,569                 
	Accumulated depreciation	  (326)    (320,703)
	Property and equipment (net)	 $6,186     $271,866	




Page 8 of 19
Corporate Vision, Inc.

Notes to Financial Statements
December31, 1997 and 1996
	Note 3 -	Intangibles
1997 1996

Capitalized Software Net
Employee expenses                 $100,354
Contract labor                      14,984
Audio/visual expenses               11,958
                                                                        

                                    127,296
                                      
Accumulated amortization            (50,918)
Net capitalized software             $76378	






Goodwill, Net

	1997	1996
Transaction consulting fees
	(related party)	$ 80,500
	Accounting and legal fees	57,661
	  
                                                            138,161
                                                            (55,264)
Accumulated amortization	   $--        $ 82,897

In connection with the purchase of and subsequent merger with Trident 
(See Note 7), the Company incurred various costs in excess of the book value 
of Trident's assets. These costs were recorded as goodwill during 1995 and 
amortized during 1996. For the year ended December 31, 1997, The Company 
wrote-off all amounts associated with goodwill (See Note 20).

Licensing Agreement, Net
On June 28,1995, the Company purchased the CD-ROM rights and a six 
month option on the motion picture rights to "The Final Jihad", a novel 
about terrorism in the United States. The rights were acquired for future 
development of an interactive CD for the consumer market. The rights, which 
extend through June 28, 2000, were acquired for 15,000 shares of CVI common 
stock. The cost related to these rights was written-off in the year ended 
December31, 1997 (See Note 20- Discontinued Operations).

On November 30, 1994, the Company entered into a licensing agreement with 
Interactive Video Systems, Inc., a British Columbia corporation, ("IVS") to 
use certain copyrighted and non- copyrighted original animations, drawing 
and other artworks developed and owned by IVS. The









Page 9 of 19
Corporate Vision, Inc.

Notes to Financial Statements
December31, 1997 and 1996



Note 3.    Intangibles (continued)
term of the agreement was for a minimum of five (5) years, 
and thereafter so long as CVI was actively developing, 
marketing and distributing productions utilizing the 
animations and artworks. The $50,000 cost was being 
amortized over the life of the agreement.  The unamortized 
cost of this licensing agreement was written-off in the 
year ended December 31, 1997 (See Note 20- Discontinued 
Operations).
                                                                               

          1997            1996
Licensing agreement
"The Final Jihad"                           $12,195
Licensing agreement:
animations and artworks                      $50,000
                                                                              
                        $62,195

Accumulated amortization                      (16,028)
                                                               
                         $46,167


Marketing and Distribution Rights, Net
The assets of Trident (see Note 8) consisted of a 
marketing and distribution agreement with interactive 
Video systems, Inc. ("IVs") to market an interactive kiosk 
developed by WS. The Company amortized the asset during 
1995 and 1996. The unamortized balance was written-off 
during the year ended December31, 1997 (See Note2     
Discontinued Operations).


                                                         1997       1996
Marketing and distribution
	Rights: interactive kiosk	$	--      55,556
	Accumulated amortization                       (22,222)
	                                                   33,334
	Total Intangibles (Net)	$0      $238,776
	

Note 4.    Consulting Contracts
In February 1996, the Company entered into a three-
year agreement with RDG Investments ("RDG") of Vancouver, 
British Columbia, to provide certain consulting services 
to the Company with an objective of expanding investor and 
brokerage firm awareness and interest in the Company and 
its common stock. Under the terms of the agreement, RDG 
received 550,000 shares of




Page 10 of 19
Corporate Vision, Inc.

Notes to Financial Statements
December31, 1997 and 1996



Note 4 -   Consulting Contracts (continued)
restricted common stock of the Company, valued at $300,000 
or $0.55 per share, and 400,000 stock options at an 
exercise price of $0.10 per share. 'The contract was valued 
at $340,000 and was recorded as a prepaid consulting 
contract. During 1996, the Company expensed $165,000 as 
services were rendered. The balance of $208,334 at December 
31, 1996 was written-off during 1997 (See note 20 - 
Discontinued Operations).

Note 5.
Other Assets, Net

During 1995, the Company incurred certain costs 
related to the acquisition and financing of Texas Video & 
Post, a privately held video production company in 
Houston, Texas. The acquisition was pending as of December 
31, 1996. During 1997, the required additional capital was 
not obtained which resulted in the write-off of 
acquisition costs relating to this merger.
2
CCL		Amortization
                                Period           1997          1996
Acquisition costs	           2 years	      $  --	$ 47,322
Acquisition and financing
consulting fees (related
party)	            2 years	               139,650
Deposits		  2,518
	                             $--        $189.490

Note B -    Purchase of and Merger with Trident Enterprises, Inc.
Effective December 8, 1994, the Company purchased 
from IVS Holdings, Inc. (~VS") 18,000,000 shares of common 
stock ($0.0o1 par value) of Trident Enterprises, Inc. 
('Trident"), a publicly traded Nevada corporation, for 
$50,000. As a result, the Company owned 90% of Trident's 
20,000,000 issued and outstanding common stock at December 
31, 1994.

On May 15,1995, the shareholders of CVI and Trident 
approved a merger of the companies and a reincorporation 
to the state of Oklahoma. In connection with the merger, 
the minority shareholders of Trident exchanged theft 
2,000,000 outstanding common stock of Trident for newly 
issued stock of CVI at an exchange ratio of 33 to 1. As a 
result, the Trident shareholders received a total of 
86,694 shares (including 28,800 shares to cover fractional


Page 11 of 19
Corporate Vision, Inc.

Notes to Financial Statements
December3l, 1997 and 1996
	


Note 6 -	Purchase of and Merger with Trident Enterprises, Inc. 
(continued)
and other interests) of CVI's common stock. The exchange 
ratio was based on the minority ownership of Trident as 
compared to the combined net worth of CVI and Trident at 
December 31, 1994. Subsequent to the merger and share 
exchange, Trident ceased to exist as a separate entity and 
Corporate Vision, Inc. remained as the surviving corporation.  
CATY is governed by Oklahoma law and by a new certificate of 
incorporation and bylaws effected by the reincorporation.
	Note 7 -	Payable to Stockholders
	1997	1996

Note dated December 29,1995	$--	          $ 5,213

Note dated December 31, 1996
	$--	          $43,520

During 1996 Sheryl Mabie, President and CEO loaned the 
Company funds to cover certain operating expenses. The notes 
accrue interest at a rate of 10% per year and are payable on 
demand. During 1997 payments were made to Sheryl Mabie to pay 
off this note. As of June 30,1997 the balance was $0.

Note B -    Notes Payable
On July 24, 1995, the Company obtained a total of 
$160,000 in unsecured loans from three individuals, one of which was a 5% 
beneficial stockholder of the Company and two of which were non-affiliates 
of the Company. The notes were in the amounts of $80,000, $40,000 and 
$40,000, respectively. The promissory notes carried an annual interest rate 
of 10% and were due December 31, 1995. Because the Company was unable to 
repay the notes by their due dates, effective January 1, 1996, the annual 
interest rate on the notes increased to 15%. In addition, on January 1,1996, 
the Company issued warrants to the note holders to purchase 80,000, 40,000 
and 40,000 shares of common stock, respectively, at $1.00 per share at any 
time prior to January 1,1998.

On February 22, 1996, one of the non-affiliates of the 
Company convened the $40,000 note payable plus accrued 
interest of $2,644 to 85,288 shares of common stock at $0.50 
per share In addition to the common stock, the Company issued  
85,288  warrants,  which  allow  the  purchase  of  
additional


Page 12 of 19
Corporate Vision, Inc.

Notes to Financial Statements
December31 1997 and 1996



Note 8 -    Notes Payable (continued)
shares of common stock at $0.50 per share at any time prior to 
February 21, 1998.

During 1996, the Company paid the remaining outstanding 
notes, which consisted of $120,000 in principal and $12,272 in 
accrued interest.
Note 9 -	Note Payable - Bank
	
First National Bank of Broken Arrow, Oklahoma
Variable interest (prime plus 2.58,) 11.25% at December 
31,1996), due February 15, 1998 in monthly installments of 
$3,280 in principal and interest. Note is secured by 
equipment and furniture of the Company and by personal 
guarantee of Sheryl Mabie, an officer of the Company.




		
Note 10 -	Income Taxes
The Company has incurred net operating losses since 
inception and has a loss carry forward of approximately 
$4,700,767 at December31, 1997, expiring in years beginning in 
2006. Deferred tax assets have not been recorded for future 
reduction in income taxes that may result from the net operating 
loss carry forward.











Page 13 of 19
Corporate Vision, Inc.

Notes to Financial Statements
December31, 1997 and 1996


Note 10 -   Income Taxes (continued)
The deferred tax assets and liabilities are as 
follows at December31:


                                         1997              1996


Net operating loss carry forward        $1,880,307         $458,700
	Depreciation


Total                                    $1,880,307         $443,100
Less valuation allowance                 $1,880,307         $458,700


Net Deferred Tax Liability                $--                 $15,600

Deferred taxes reflect a combined federal and state tax rate of
approximately 40%.

For financial reporting purposes, a valuation allowance of $l,880,307 has 
been established in accordance with the provisions of FASB Statement 
No.109,Accounting for Income Taxest1. The Company continually reviews the 
adequacy of the valuation allowance and is recognizing these benefits only 
as assessment indicates that it is more likely than not that the benefits 
will be realized.

Note 11-Note 12 -

Commitments and Contingencies

Litigation
The Company is a defendant in a lawsuit arising from normal business 
activities. Management has reviewed pending litigation with legal counsel 
and believes that the action is without merit or that the ultimate 
liability, if any, resulting from it will not materially affect the 
Company's financial position. (See notes 16 and 20.) We have not received 
legal letter.)

Common Stock and Additional Paid-In-Capital
In February, 1996, the Company issued 85,288 shares of common stock to 
a non-affiliated note holder in exchange for the cancellation of 
indebtedness. In addition, the note holder was granted 85,288 warrants to 
purchase common stock at $0.50 per share on or before February 21, 1998

In March, 1996, the Company issued 550,000 shares at $0.50 per share for 
certain consulting services rendered to the Company by a non-related party 
with an objective of expanding investor and brokerage firm awareness and 
interest in the Company
 .


Page 14 of 19

Note 12 -
Corporate Vision, Inc.

Notes to Financial Statements
December31, 1997 and 1996



Common Stock and Additional Paid-In-Capital (continued)
In May, 1996, the Company issued 398,175 shares at an 
average price of $0.38 per share as a result of the exercise of 
warrants by non-affiliated shareholders.  The consideration 
consisted of $101,431.08 in cash and $50,000 in printing 
services.

During 1996, the Company issued 131,000 shares at $0.50 
per share for certain financial consulting services rendered to 
the Company by nonrelated parties.

During 1996, the Company completed a private offering of. 
455,000 units, each unit consisting of one share common stock at 
$0.50 per share and one warrant to purchase an additional share 
of common stock at $0.50 per share. The warrants expire at 
various times ranging from March 1, 1998 to October 8, 1998.  
The consideration consisted of $127,500 in cash and $100,000 in 
video production services to be rendered by a non-related party.

The Company has two stock option plans available to 
management and the Company 5 employees. During 1996, the Company 
issued 1,400,000 shares through the exercise of stock options 
pursuant to the Company's Stock Option Plan.  During 1996, the 
Company issued 110,000 shares of its common stock through the 
exercise of stock options pursuant to the Company's Employee 
Stock Option Plan. No activity occurred during 1997 related to 
these two plans.

In November, 1997, the Company issued 1,307,190 shares of 
its common stock at a price of $.0255 per share for cash to a 
non-affiliated shareholder.

Note 13 -  Warrants
At December 31, 1997 and 1996, the Company had warrants 
outstanding to acquire 590,288 shares of common stock at $0.50 
per share, which expire at various times ranging from February 
21, 1998 to October 8, 1998 and warrants to acquire 160,000 
shares of common stock at $1.00 per share which expire January 
1, 1998.







Page 15 of 19
Corporate Vision, Inc.

Notes to Financial Statements
December31, 1997 and 1996



Note 14 -   Related Party Transactions
During the year ended December 31, 1996, Sheryl Mabie, 
President and CEO, loaned the Company $38,307 to cover certain 
operating expenses. During 1996, the Company repaid a total of 
$110,693 which included $72,386 loaned in previous years in 
notes payable to Ms. Mabie. The Company also reduced the notes 
payable by the exchange of a vehicle, which had a net book value 
of $6,606. The 1996 notes payable balance of $43,520 accrued 
interest at a rate of 10% per year and was paid in full in 1997.

During 1997 and 1996, the Company paid Investor Relations 
Corporation (IRC") for services related to the stockholder 
relations and acquisitions.  Rhonda Vincent, Treasurer and CEO 
and Gifford Mabie, spouse of Sheryl Mabie, President and CEO, 
own IRC. During 1997 and 1996, the Company paid $280,253 and 
$94,800, respectively to IRC for such consulting services.

Earnings Per Share
The following table reconciles the number of common shares 
outstanding as shown on the Balance Sheets with the weighted 
average common shares outstanding as shown on the Statements of 
Operations for the years ended December 31,1997 and 1996.


Note 15 -
                                           1997                    1996

Common shares outstanding                  57,381,167	         12,661,708

Effect of using weighted average common    29,956,728	          (1,264,711)
and Common equivalent shares outstanding

Effect of shares issuable under stock 
option plans Based on the treasury 
stock method                                  128,676	           128,676       
	 
Weighted average common shares
outstanding	                                 27,424,439          11,525,673   






Page 16 of 19
Corporate Vision, Inc.

Notes to Financial Statements
December31, 1997 and 1996



Note 16 -   Investment in T.L. Phipps
On May 12, 1997, the Company signed an agreement with 
Terry L. Phipps and Nancy C. Phipps as shareholders (Phipps 
Stockholders") of T.L. Phipps and Company, Inc., ('THPC"). THPC, 
an Oklahoma corporation, was engaged in the business of audio 
and video communications. This agreement was to be accounted for 
as a purchase.

In accordance with the term of the agreements, the Company 
was to acquire 100% of the common stock outstanding of TLCP and 
325 of the outstanding shares of stock in ProMar, Inc. in 
exchange for $25,000 at closing and the issuance of 750,000 
shares of common stock of Corporate Vision Inc. to Terry L. 
Phipps and Nancy C. Fhipps. CVI was to further acquire all the 
assets and liabilities of TLPC. The liabilities at that date 
included a note to the Bank of Oklahoma in the amount of 
$452,000, a mortgage for $477,641 on the TLPC building, and a 
promissory note payable to a non-affiliated party in the amount 
of $85,000.  CVI was further obligated to pay an outstanding 
loan obligation owed to Amer US Bank in the amount of $49,450. 
CVI was also made responsible for certain credit card 
obligations amounting to $66,330.

On October 7, 1997, an agreement for mutual release was 
entered into by TLCP and the Company. Upon completion of the 
agreement CVI owned 25% of TLCP and ProMar, Inc. The agreement 
did not release CVI from its obligation on the principal balance 
due to Hank of Oklahoma or the Mortgage on the building which is 
n-PC headquarters. Subsequent to year end a legal action was 
brought against Corporate Vision in regards to the above 
mentioned debts (see Notes 11 and 20).

Discontinued Operations
On August 11, 1997, Sheryl Mabie and Rhonda Vincent, 
President and CFO, respectively, resigned their positions, 
leaving control to the three remaining board members. By October 
31, 1997, CVI had essentially ceased operations. At December 31, 
1997, there are no contracts for revenue. Two of the remaining 
board members resigned in 1997 and 1998. Jack Arnold, Interim 
President and CEO, has liquidated the Company's remaining assets 
and is attempting to find a suitable operating entity to merge 
into the Company.

Note 17 -   Discontinued Operations (continued)
In December 1997, CVI announced the signing of a letter of 
intent to merge with a western United States oil and tire 
distribution corporation. The letter of intent, which is non-
binding, is subject to the negotiation of a definitive agreement 
and financial conditions. No assurance can be given that the 
acquisition will be completed.

Note 18 -
Concentration of Risk
A portion of the Company's cash funds is located in a 
single financial institution. The amounts on deposit at December 
31, 1997 are in excess of the $100,000 federally insured limit.

Note 19 -	Convertible Debentures
On December 15, 1997, the company issued 8% convertible 
subordinated notes due at various times during 1998.  The notes 
are convertible at the option of the holder into shares of the 
Company's common stock at a price equal to the lower of 65% of 
the closing bid price of the common stock for the day 
immediately preceding the receipt by the Company of Notice of 
Conversion ("conversion shares") as reported by the National 
Association of Securities Dealers Electronic Bulletin Board. The 
provisions are subject to adjustment under certain conditions.

Note 20 -
Subsequent Events
Subsequent to year-end, a judgement was entered regarding 
a contingent liability related to activities in 1996. The amount 
awarded was 50,000 shares of Corporate Vision stock. In 
addition, $43,000 was awarded for damages. Management intends to 
appeal the judgment. The judgment has been accrued as a 
liability in the December 1997 financial statements and included 
in accounts payable.
 
On March 3, 1998, the company signed a promissory note with a 
western United States oil and tire distributor, by which such 
corporation borrowed from and
agreed to pay to Corporate Vision, Inc. at maturity on March3,2003,
$461,122, plus accrued interest at the rate of8% per annum.




Page 17 of 19
Corporate Vision, Inc.

Notes to Financial Statements
December 31,1997 and 1996



Note 17 -   Discontinued Operations (continued)
In December 1997, CVI announced the signing of a letter of 
intent to merge with a western United States oil and tire 
distribution corporation. The letter of intent, which is non-
binding, is subject to the negotiation of a definitive agreement 
and financial conditions. No assurance can be given that the 
acquisition will be completed.

Note 18 -
Concentration of Risk
A portion of the Company's cash ffinds is located in a 
single financial institution. The amounts on deposit at December 
31, 1997 are in excess of the $100,000 federally insured limit.

Note 19 -   Convertible Debentures
On December 15, 1997, the company issued 8% convertible 
subordinated notes due at various times during 1998.  The notes 
are convertible at the option of the holder into shares of the 
Company S common stock at a price equal to the lower of 65% of 
the closing bid price of the common stock for the day 
immediately preceding the receipt by the Company of Notice of 
Conversion ("conversion shares") as reported by the National 
Association of Securities Dealers Electronic Bulletin Board. The 
provisions are subject to adjustment under certain conditions.

Note 20 -
Subsequent Events
Subsequent to year-end, a judgment was entered regarding a 
contingent liability related to activities in 1996. The amount 
awarded was 50,000 shares of Corporate Vision stock. In 
addition, $43,000 was awarded for damages. Management intends to 
appeal the judgment. The judgment has been accrued as a 
liability in the December 1997 financial statements and included 
in accounts payable.

On March 3, 1998, the company signed a promissory note 
with a western United States oil and tire distributor, by which 
such corporation borrowed from and agreed to pay to Corporate 
Vision, Inc. at maturity on March 3, 2003, $461,122, plus 
accrued interest at the rate of 8% per annum.